Attached files
file | filename |
---|---|
EX-4.2 - EX-4.2 - QAD INC | v58155exv4w2.htm |
EX-4.1 - EX-4.1 - QAD INC | v58155exv4w1.htm |
EX-3.1 - EX-3.1 - QAD INC | v58155exv3w1.htm |
8-K - FORM 8-K - QAD INC | v58155e8vk.htm |
Exhibit 99.1
PRESS RELEASE
[QAD LOGO] |
For more information, Contact: | |||
John Neale | Laurie Berman | |||
QAD Senior Vice President and | PondelWilkinson Inc. | |||
Treasurer | 310.279.5980 | |||
805.566.5117 | investor@pondel.com | |||
investor@qad.com |
FOR IMMEDIATE RELEASE
QAD Stockholders Approve Recapitalization Plan
SANTA BARBARA, Calif., December 15, 2010 QAD Inc. (NASDAQ: QADI), a global provider of
enterprise software and services, today announced that its stockholders approved the previously
announced recapitalization plan at a special stockholders meeting held on December 14, 2010. The
recapitalization plan, which is designed to increase financial flexibility for QAD and its
stockholders, will establish two classes of common stock: Class A common stock with
1/20th of one vote per share and Class B common stock with one vote per share.
Prior to the meeting, Institutional Shareholder Services (ISS) issued a report recommending a vote
for approval of the plan. The majority of votes cast, both including and excluding the controlling
shareholders vote, voted for an approval of the plan.
The recapitalization will become effective at 5:00 p.m. eastern standard time on December 15, 2010.
At that time, QAD will reclassify each whole share of its existing common stock as one-tenth of a
new share of Class B common stock. Each share of Class B common stock outstanding immediately
thereafter as a result of the reclassification will be paid a dividend of four shares of Class A
common stock prior to the markets open on December 16, 2010. To illustrate, a
hypothetical QAD stockholder who currently owns 1,000 shares of common stock, will own 400 Class A
shares, each with 1/20th of one vote, and 100 Class B shares, each with one vote, after
the recapitalization.
QADs new Class A common stock and Class B Common stock will trade on the Nasdaq Global Select
Market under the symbols QADA and QADB, respectively. It is expected that trading in such shares
will commence on December 16, 2010.
Distribution of Class A common stock and Class B common stock to existing QAD stockholders.
Any stockholder whose shares of QADs existing common stock are registered in their name will
receive a transmittal letter from the Companys transfer agent as soon as practicable after the
effective time of the recapitalization. The transmittal letter will be accompanied by instructions
specifying how registered stockholders can receive the applicable shares of Class A common stock
and Class B common stock together with any payment of cash in lieu of fractional shares.
Registered stockholders holding shares of QADs existing common stock in certificate form will also
be required to submit their certificates along with the letter of transmittal.
When registered stockholders submit their letters of transmittal (including any certificate(s)
representing the pre-recapitalization shares of QAD common stock, if applicable), their
post-recapitalization shares of Class A common stock and Class B common stock will be issued to
them electronically in book-entry form. This means that, instead of receiving a new stock
certificate, such registered stockholders will
1
receive a statement of holding that indicates the number of post-recapitalization shares of Class A
common stock and Class B common stock they own in book-entry form. QAD will no longer issue
physical stock certificates unless stockholders make specific requests for share certificates.
Upon the effectiveness of the recapitalization, QAD intends to treat stockholders holding shares of
QADs existing common stock in street name (that is, held through a bank, broker or other
nominee) in the same manner as registered stockholders whose shares of QADs existing common stock
are registered in their names. Banks, brokers or other nominees will be instructed to effect the
recapitalization for their beneficial holders holding shares of QADs existing common stock in
street name; however, these banks, brokers or other nominees may apply their own specific
procedures for processing the recapitalization. Any QAD stockholder who holds shares of QADs
existing common stock with a bank, broker or other nominee, should contact the applicable nominee
with any questions in this regard.
About QAD Inc.
QAD is a leading provider of enterprise applications for global manufacturing companies. QAD
applications provide critical functionality for managing manufacturing resources and operations
within and beyond the enterprise, enabling global manufacturers to collaborate with their
customers, suppliers and partners to make and deliver the right product, at the right cost and at
the right time. Manufacturers of automotive, consumer products, electronics, food and beverage,
industrial and life science products use QAD applications in more than 90 countries and in as many
as 27 languages. For more information about QAD, telephone +1 805-566-6000, or visit the QAD
website at www.qad.com.
QAD is a registered trademark of QAD Inc. All other products or company names herein may be
trademarks of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain forward-looking statements made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. A number of risks and
uncertainties could cause actual results to differ materially from those in the forward-looking
statements. These risks include, but are not limited to, the terms, timing and effects of the
recapitalization plan on the Company and its stockholders; evolving demand for the Companys
software products and products that operate with the Companys products; the Companys ability to
sustain license and service demand; the Companys ability to leverage changes in technology; the
Companys ability to sustain customer renewal rates at current levels; the publication of opinions
by industry and financial analysts about the Company, its products and technology; the reliability
of estimates of transaction and integration costs and benefits; the entry of new competitors or new
offerings by existing competitors and the associated announcement of new products and technological
advances by them; delays in localizing the Companys products for new or existing markets; the
ability to recruit and retain key personnel; delays in sales as a result of lengthy sales cycles;
changes in operating expenses, pricing, timing of new product releases, and the method of product
distribution or product mix; timely and effective integration of newly acquired businesses; general
economic conditions; exchange rate fluctuations, ability to achieve savings from cost cutting
measures; and the global political environment. In addition, revenue and earnings in the enterprise
resource planning (ERP) software industry are subject to fluctuations. Software license revenue, in
particular, is subject to variability with a significant proportion of revenue earned in the last
month of each quarter. Given the high margins associated with license revenue, modest fluctuations
can have a substantial impact on net income. For a more detailed description of the risk factors
associated with the Company and the industries in which it operates, please refer to the Companys
Annual Report on Form 10-K for the fiscal year ended January 31, 2010 and the Companys other
filings with the SEC.
# # #
2